Administrative Regulations on the Registration of Social Organizations (Revised in 2016)

Order of the State Council No.666

February 6, 2016

(Promulgated by Order of the State Council of the People's Republic of China No.250 on September 25, 1998 and revised in accordance with the Decision of the State Council on Revising Certain Administrative Regulations on February 6, 2016)

Chapter I General Provisions

Article 1 The Administrative Regulations on the Registration of Social Organizations (Revised in 2016) (hereinafter referred to as the "Regulations") are formulated in order to safeguard the freedom of association by citizens, maintain the legitimate rights and interests of social organizations, strengthen the administration of the registration of social organizations and facilitate socialist material and spiritual civilization.

Article 2 For the purposes of the Regulations, the term "social organizations" shall refer to non-profit-making social organizations voluntarily composed of Chinese citizens that perform activities in accordance with the articles of association for the realization of the common desires of the membership.
Organizations other than state organs may join social organizations as institutional members.

Article 3 The establishment of a social organization shall be subject to the review and consent of its business authorities, and shall be registered in accordance with the Regulations.
Social organizations shall be qualified as juristic persons.
The following organizations do not fall within the scope of registration under the Regulations:
1. people's groups which have participated in the Chinese People's Political Consultative Conference;
2. organizations which have been confirmed by the administrative department for institutional organization under the State Council and are exempt from registration as approved by the State Council; and
3. organizations which are established within organs, organizations, enterprises and public institutions with the approval of their own entity, and perform activities therein.

Article 4 Social organizations shall abide by the Constitution, laws, regulations and policies of the State, shall not oppose the basic principles set out in the Constitution, shall not endanger the reunification and security of the country or the unity of the nationalities, shall not infringe upon state or public interests or the legitimate rights and interests of other organizations and citizens, and shall not breach social ethics and morality.
No social organizations may conduct profit-making business activities.

Article 5 The State protects the activities of social organizations performed in accordance with laws, regulations and their articles of association, and no other organizations or individuals may unlawfully interfere with them.

Article 6 The civil affairs department under the State Council and the civil affairs departments of local people's governments at or above the county level are the registration administrations of people's governments at their corresponding levels (hereinafter referred to as the "registration administrations") for associations.
The relevant departments under the State Council and those of local people's governments at or above the county level as well as organizations authorized by the State Council or local people's governments at or above the county level are entities governing social organizations in related trades, academic disciplines or professions (hereinafter referred to as the "governing entities").
Where laws and administrative regulations provide otherwise for the supervision and administration of supervision and administration, such provisions shall apply.

Chapter II Jurisdiction

Article 7 Nationwide social organizations shall be registered and administered by the registration administration under the State Council; local social organizations shall be registered and administered by registration administrations of the people's governments where they are located. Trans-administrative-region social organizations shall be registered and administered by the common registration administrations of people's governments at the next higher level over the administrative regions that these social organizations span.

Article 8 Where the domiciles of registration administrations and governing entities are not in the same places as those of the social organizations under their jurisdiction, the registration administrations and governing entities in places where these social organizations are domiciled may be delegated with the supervision and administration within the scope of entrustment.

Chapter III Registration of Establishment

Article 9 An application for establishing a social organization shall be subject to the review and consent by the governing entity concerned, and the promoter shall apply for registration with the registration administration concerned.
Activities that are not directly related to making preparations are prohibited during the preparatory period.

Article 10 A social organization shall meet the following requirements for establishment:
1. have not less than 50 individual members or not less than 30 entity members, or a total of not less than 50 individual and entity members;
2. have a normal name and corresponding organizational structure;
3. have a fixed domicile;
4. have full-time staff suitable for its business activities;
5. have lawful assets and sources of funding; a nationwide social organization shall have an operational fund of not less than CNY100,000 while a local one and a trans-administrative-region one shall have an operational fund of not less than CNY30,000; and
6. have the ability to bear civil liability independently.
Names of social organizations shall comply with laws and regulations, and may not offend social ethics and morality. Names of social organizations shall correspond to their operational scope, location of members and areas of activities and shall precisely reflect their characteristics. Where a national social organization uses such words as "China", "National" or "Chinese" in its name, it shall obtain approval in accordance with the relevant provisions of the State. No local social organization may use such words as "China", "National" or "Chinese" in its name.

Article 11 The promoter, when applying for the registration of a social organization, shall submit the documents to the registration administration concerned as follows:
1. an application for registration;
2. approval documents from governing entities;
3. a capital verification report and proof of right to use premises;
4. basic circumstances and identity certification of the promoter and the proposed responsible person; and
5. draft articles of association.

Article 12 Registration administrations shall decide whether to approve or disapprove the registration within 60 days of receipt of all valid documents specified in Article 11 of the Regulations. If the registration is approved, a Registration Certificate for a Social Organization as a Legal Person shall be issued; and if the registration is disapproved, the reasons for the disapproval shall be explained to the promoters.
The items of registration of a social organization include: name, domicile, purposes, business scope, areas of activities, legal representative, activity funds and governing entities.
The legal representative of a social organization shall not concurrently act as the legal representative of another social organization.

Article 13 A registration administration shall not approve the registration under any one of the following circumstances:
1. where there is evidence to indicate that the purposes and business scope of the social organization being applied for registration do not comply with the provisions of Article 4 of the Regulations;
2. where there is no need to establish such a social organization as there already exists a social organization whose business scope is either identical or similar to that of the proposed social organization in the same administrative region;
3. where the promoter or the proposed responsible person is still or was once subject to a criminal penalty with their political rights deprived, or does not possess full capacity for civil conduct;
4. where falsification is committed in the application of registration; and
5. where other circumstances prohibited by laws and administrative regulations exist.

Article 14 The articles of association of a social organization shall cover the items as follows:
1. its name and domicile;
2. its purposes, business scope and areas of activities;
3. membership qualification and members' rights and obligations;
4. a democratic organizational and managerial system, and procedures for the creation of its executive department;
5. requirements for its responsible person and procedures for the election and dismissal thereof;
6. principles on the management and use of assets;
7. procedures for revising the articles of association;
8. procedures for termination and disposition of assets thereafter; and
9. other issues that shall be stipulated in the articles of association.

Article 15 According to the law, a social organization whose legal personality was approved on the date of establishment shall, within 60 days of the date of approval of its establishment, submit the approval documents to the registration administration concerned and apply for a Registration Certificate for a Social Organization as a Legal Person. The registration administration concerned shall, within 30 days of receipt of the documents, issue a Registration Certificate for a Social Organization as a Legal Person.

Article 16 A social organization shall apply for engraving its seal and opening a bank account on the strength of the Registration Certificate for a Social Organization as a Legal Person. The social organization shall submit the design of its seal and the number of its bank account to the registration administration concerned for the record.

Article 17 The branch or representative office of a social organization is a component part thereof without legal personality. It shall, according to the purposes and within the business scope specified in the articles of association of the social organization to which it belongs, conduct activities and admit members within the scope of authorities by the social organization. A branch of a social organization shall not establish its own sub-branches.
A social organization shall not establish any regional branch.

Chapter IV Registration of Change and Deregistration

Article 18 Where the items of registration of a social organization need changing, it shall, within 30 days from the date of consent upon review by the governing entities, apply to the registration administration concerned for the registration of change.
In order to revise its articles of association, a social organization shall, with 30 days of the date of consent upon review by the governing entities, submit the revised articles of association to the registration administration concerned for examination and approval.

Article 19 A social organization shall, after the review and consent by the governing entities, apply to the registration administration concerned for deregistration in any one of the following circumstances:
1. where it has achieved the purposes set forth in its articles of association;
2. where it has been dissolved of its own accord;
3. where it has split or merged with another organization; and
4. where it has been terminated for other reasons.

Article 20 A liquidating organization shall be established to complete liquidation under the guidance of the governing entities and other relevant organs before a social organization handles deregistration. The social organization may not perform any activities other than the liquidation during the liquidation process.

Article 21 A social organization shall go through the procedures for deregistration with the registration administration concerned within 15 days of the date of completion of the liquidation. To handle deregistration, an application for deregistration signed by its legal representative, review documents issued by the governing entities and the liquidation report shall be submitted.
Where the registration administration concerned approves deregistration, it shall issue a certificate of deregistration, and withdraw the registration certificate, seal and financial vouchers of the social organization.

Article 22 Social organizations shall deal with the remaining assets after deregistration in accordance with the relevant provisions of the State.

Article 23 The establishment, cancelation or change of its name, domicile and the legal representative of a social organization shall be publicly announced by the registration administration concerned.

Chapter V Supervision and Administration

Article 24 A registration administration shall perform the following supervision and administration responsibilities:
1. be responsible for the registration of establishment, change and cancelation of social organizations;
3. conduct annual inspections of social organizations; and
3. supervise and inspect issues in violation of the Regulations by social organizations, and impose administrative penalties for conduct of social organizations violating the Regulations.

Article 25 Governing entities shall perform the following supervision and administration responsibilities:
1. be responsible for review prior to the registration of establishment and change and deregistration of social organizations;
2. supervise and instruct social organizations to abide by the Constitution, laws, regulations and policies of the State, and to perform activities in accordance with their articles of association;
3. be responsible for the preliminary review of the annual inspection of social organizations;
4. assist registration administrations and other relevant departments in investigating and punishing violations of law by social organizations; and
5. guide in concert with the relevant organs issues related to the liquidation of social organizations.
Governing entities may not charge any fees from social organizations for performing their responsibilities specified in the preceding paragraph.

Article 26 The sources of assets of a social organization must be lawful. No entity or individual may usurp, divide up in secret or misappropriate the assets of a social organization.
The funds of a social organization, and the lawful income obtained from activities specified in its articles of association in accordance with the relevant provisions of the State shall be used for business activities specified in its articles of association, and shall not be divided among its members.
Where a social organization accepts donations and grants, it shall conform to the purposes and business scope specified in its articles of association, and shall use the donations in accordance with the time limits, methods and lawful purposes as agreed with the donors and grantors. The social organization shall report to its governing entities matters related to the acceptance and use of donations and grants, and shall make them public in a proper manner.
Salaries, insurance and welfare benefits for the full-time staff of a social organization shall be determined by reference to the relevant provisions of the State for public institutions.

Article 27 Social organizations shall abide by the financial management systems prescribed by the State, and shall be under the supervision of financial departments. Where the assets of a social organization come from the appropriation of the State, or from social donations and grants, it shall also be subject to the supervision of the auditing organ.
Before the end of the term of or the replacement of the legal representative of a social organization, the registration administration and governing entities shall audit its finances.

Article 28 Social organizations shall submit to the governing entities their work reports for the previous year prior to March 31 each year, and after the preliminary examination and consent of the governing entities, submit the same to the registration administrations prior to May 31 for annual inspection. The content of a work report shall include: the observance of laws, regulations and policies of the State, the registration undergone in line with the Regulations, activities performed in line with the articles of association, personnel changes and organizational structure changes as well as financial management in respect of a social organization.
Registration administrations shall simplify the annual inspection of the social organizations with the Registration Certificate for a Social Organization as a Legal Person granted in accordance with Article 15 of the Regulations.

Chapter VI Penalty Provisions

Article 29 Where a social organization commits falsification in the application for registration, or does not perform any activities within one year upon the acquisition of the Registration Certificate for a Social Organization as a Legal Person, the registration administration concerned shall revoke its registration.

Article 30 Where a social organization has been involved in any one of the following circumstances, the registration administration concerned may give it a warning, order it to make corrections, or suspend its activities within a fixed term, or order it to remove and replace the directly responsible person-in-charge, or, if the circumstances are serious, revoke its registration; if a crime is constituted, criminal liability shall be investigated in accordance with the law:
1. altering, leasing or lending the Registration Certificate for a Social Organization as a Legal Person, or leasing or lending the seal of the social organization;
2. performing activities beyond the purposes and business scope specified in the articles of association;
3. refusing to accept supervision and inspections or failing to accept supervision and inspections in accordance with provisions;
4. failing to go through the procedures for making changes in registration in accordance with provisions;
5. establishing in violation of provisions a branch or representative office; or causing serious consequences due to its lax control over its branch or representative office;
6. engaging in profit-making operating activities;
7. usurping, dividing in secret or misappropriating the assets of the social organization or the accepted donations and grants; and
8. charging fees, raising funds, or accepting and using donations and grants in violation of the relevant provisions of the State.
Illegal operational volumes or illegal gains coming from the acts as stipulated in the preceding paragraph shall be confiscated, and a fine of not less than one times but not more than three times the illegal operational volumes, or of not less than three times but not more than five times the illegal gains may be imposed simultaneously.

Article 31 Where the activities of a social organization violate other laws and regulations, it shall be dealt with by the relevant state organ in accordance with the law; if the relevant state organ considers that its registration should be revoked, the registration administration concerned shall revoke its registration.

Article 32 Where an organization performs activities other than preparations during the preparatory period, or an organization without registration performs activities in the name of a social organization, or a social organization whose registration has been revoked continues to perform activities in the name of a social organization, it shall be banned by the registration administration concerned, with its illegal property, if any, confiscated; and criminal liability shall be investigated in accordance with the law if a crime is constituted; if a crime is not constituted, administrative penalties for public security shall be imposed in accordance with the law.

Article 33 Where a social organization is ordered to suspend its activities within a given time limit, the registration administration concerned shall seal up its Registration Certificate for a Social Organization as a Legal Person, seal and financial vouchers.
Where the registration of a social organization has been revoked, the registration administration concerned shall withdraw its Registration Certificate for a Social Organization as a Legal Person and seal.

Article 34 Any functionary of a registration administration or governing entity who abuses his/her powers, commits illegalities or fraud for personal interests, or neglects his/her duties shall be investigated for criminal liability in accordance with the law where a crime is constituted; or shall be subject to administrative sanctions in accordance with the law where a crime is not constituted.

Chapter VII Supplementary Provisions

Article 35 The format of the Registration Certificate for a Social Organization as a Legal Person shall be determined by the civil affairs department under the State Council.
No fees may be charged for the annual inspection of social organizations.

Article 36 Social organizations established prior to the effectiveness of the Regulations shall, within one year from the date of effectiveness of the Regulations, apply for re-registration in accordance with the relevant provisions of the Regulations.

Article 37 The Regulations shall come into effect as of the date of promulgation. The Administrative Provisions on the Registration of Social Organizations promulgated by the State Council on October 25, 1989 shall be repealed simultaneously.